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Exhibit 3.1.1
CERTIFICATE OF INCORPORATION
OF
VENTURA PROMOTION GROUP, INC.
ARTICLE I
The name of this corporation is:
VENTURA PROMOTION GROUP, INC.
ARTICLE II
GENERAL NATURE OF BUSINESS
The general nature of this business shall be that of
Incentive marketing and all related and incidental functions and the objects and
purposes proposed to be transacted and carried on are to do any and all of the
things hereinmentioned, as fully and to the same extent as natural persons might
or could do, viz:
(A) To improve, buy, sell, exchange, mortgage, rent, lease, invest
in, build, erect, equip, maintain, deal in and with, dispose
of, manage and operate real property, both improved and
unimproved, and personal property of whatsoever nature or
kind, as owner, agent, factor, or broker; to build, construct
and alter houses, buildings and structures of whatsoever
nature or kind, as owner, agent, factor, or broker; to build,
construct and alter houses, buildings and structures of
whatsoever nature or kind, and to develop real property
generally, to loan money upon real and personal property and
to take mortgages and bonds, and assignments of mortgages and
bonds upon real and personal property of whatsoever nature or
kind; and to borrow money thereon by mortgage or otherwise; to
buy, sell and deal in bonds and loans secured by mortgages or
other liens on real property or personal property of all kinds
and description.
(B) To purchase, manufacture, acquire, hold, own, mortgage,
hypothecate, pledge, lease, sell, assign, transfer, invest in,
trade in, deal in, borrow and lend money upon goods, wares,
merchandise and real and personal property of every kind and
description.
(C) To act as agent, broker or attorney in fact for any persons,
firms or corporations in buying, selling and dealing in real
or personal property of whatsoever nature or kind and any and
every estate and interest therein, and choses in action and
secured thereby, judgments resulting therefrom, and other
personal property collateral thereto, in making or obtaining
loans upon such property and loans and all interest in and
claims affecting the same, in effecting insurance against fire
and all other risks thereon, and in managing and conducting
any legal actions, proceedings and business relating to any of
the purposes hereinmentioned or referred to; to register
mortgages and deeds of trust of real property or chattels real
and all other securities collateral thereto; to investigate
and report upon the credit and financial solvency and
sufficiency of borrowers and sureties upon such securities;
and to transact all or any other business which may be
necessary or incidental or proper to the exercise of any or
all of the purposes of the corporation.
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(D) To subscribe for, purchase, invest in, hold, own, assign,
pledge, and otherwise dispose of shares of capital stock,
bonds, mortgages, debentures, notes and other securities,
obligations, contracts and evidences of indebtedness of an
persons, firms, associations, or other corporations, whether
domestic or foreign, and to exercise in respect of any such
shares of stocks, bonds, and other securities, any and all
rights, powers and privileges of individual ownership,
including the right to vote thereon, to issue bonds and other
obligations, and to secure the same by pledging or mortgaging
the whole or any part of the property of the company, and to
sell such bonds and other obligations for proper corporate
purposes, and to do any and all acts and things tending to
increase the value of the property at any time held by the
company.
(E) To acquire, hold, undertake and fully exploit the good will,
property, rights, franchises, and assets of every kind, and
the liabilities of any person, firm, association or
corporation, either wholly or partly, and to pay for the same
in cash, stocks or bonds of the Company or otherwise.
(F) To borrow money and contract debts when necessary in the
purchase or acquisition of real, personal and intangible
property, business rights or franchises, or for additional
working capital, or for any other object in or about its
business or affairs and without limit as to amount, to incur
debt and to raise, borrow and secure the payment of money in
any lawful manner, including the issue and sale or other
disposition of bonds, warrants, debentures, obligations,
negotiable and transferable instruments and evidence of
indebtedness of all kinds, whether secured by mortgage,
pledge, deed of trust or otherwise.
(G) In any manner to acquire, enjoy, utilize and to dispose of
patents, copyrights, and trademarks, and any license or other
rights or interest therein and thereunder.
(H) To conduct business and operations and to have one or more
offices and hold, purchase, mortgage, lease, dispose of, deal
in, and convey real and personal property without restrictions
in this state and in any other of the several states,
territories, possessions, and dependencies of the United
States, the District of Columbia, and in any and all foreign
countries.
(I) To purchase or otherwise acquire, become interested in, deal
in and with, invest in, hold, pledge, sell, mortgage, lend
money on, exchange or otherwise dispose of, or turn to account
or realize upon as owner, agent, broker, or factor, all forms
of securities, including stocks, bonds, debentures, mortgages,
notes, evidences of indebtedness, leases, options,
certificates of interest, participation certificates, voting
trust certificates evidencing shares of or interest in common
law trusts, trusts and trust estates or associations,
certificates of trust or beneficial interest in trusts,
mortgages, contracts and other instruments, securities and
rights; to investigate and report with respect to, and to
undertake, carry on, aid, assist or participate in the
organization, liquidation or reorganization of financial,
commercial, mercantile, manufacturing, industrial or other
business concerns, firms, associations and corporations; to
institute, participate in or promote commercial, mercantile,
financial and industrial enterprises and operations.
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(J) To engage in and carry on any advertising business in
connection with property of any nature, owned, leased or
otherwise acquired by this corporation, as principal or agent,
with powers to let contracts for any such advertising, and to
make and carry out contracts of every kind and nature that may
be conducive to the accomplishment of any purposes of the
corporation.
(K) To do any and all things, and everything necessary and proper
for the accomplishment of the objects enumerated in this
Certificate of Incorporation or any amendment thereto
necessary and incidental to the protection and benefit of the
corporation, and in general to carry on any lawful business
necessary or incidental to the attainment of the objects of
the corporation, whether or not such business is similar in
nature to the objects set forth herein, it being understood
that the enumeration of specific powers in this Certificate of
Incorporation shall not be deemed to be exclusive, but all
other lawful powers conferred by the statutes of the State of
Florida are hereby included.
ARTICLE III
CAPITAL STOCK
The capital stock of this corporation shall be 7,500 shares of $1.00 par value.
All of said stock shall be payable in cash, property, real or personal, labor or
services in lieu of cash, at a just valuation to be fixed by the Board of
Directors of this corporation.
ARTICLE IV
PREEMPTIVE RIGHTS
Every shareholder, upon the sale for cash of any new stock of this corporation
of the same kind, class or series as that which he already holds, shall have the
right to purchase his pro rata share thereof (as nearly as may be done without
issuance of fractional shares) at the price at which it is offered to others.
ARTICLE V
DURATION
This corporation shall exist perpetually unless sooner dissolved according to
law.
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ARTICLE VI
INITIAL PRINCIPAL OFFICE AND AGENT
The street address of the initial principal office of this corporation is 444
Brickell Avenue, Suite M-132, Miami, FL , and the name and address of the
initial registered agent of this corporation is Marc A. Kuperman, Esq., 1320
South Dixie Hwy., Suite 811, Coral Gables, Florida 33146.
ARTICLE VII
INITIAL BOARD OF DIRECTORS
This corporation shall have one director(s) initially. The number of directors
may be either increased or diminished from time to time by the By-Laws but shall
never be less than one. The name(s) and address(es) of the initial director(s)
of this corporation is (are):
Margaret Smith Roedema
175 SE 25th Road, Apt. 8-C,
Miami, FL 33129
ARTICLE VIII
INCORPORATOR(S)
The name and address of the person(s) signing these Articles is (are):
Margaret Smith Roedema
175 S.E. 25th Road, Apt. 8-C
Miami, Florida 33129
ARTICLE IX
AMENDMENT
This corporation reserves the right to amend or repeal any provisions contained
in this Certificate of Incorporation, or any amendment hereto, and any right
conferred upon the shareholders is subject to this reservation.
/s/ Margaret Smith Roedema
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Margaret Smith Roedema, Subscriber
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STATE OF FLORIDA )
SS
COUNTY OF DADE )
Before me, a Notary Public authorized to take acknowledgments in the
state and county set forth above, personally appeared
Margaret Smith Roedema
Known to me and known by me to be the person(s) who executed the foregoing
Certificate of Incorporation, and he acknowledged before me that he executed the
Certificate of Incorporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, in the state and county aforesaid, this 8th day of May, 1987.
/s/ Marc A Kuperman
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Notary Public, State of Florida
My Commission Expires:
My commission expires Mar. 22, 1991
Bonded thru Maynard Bonding Agency
Having been named to accept service of process for the abovenamed corporation,
at place designated in these Articles, I hereby accept to act in this capacity
and agree to comply with the provision of said Act relative to keeping open said
office.
By /s/ Marc A. Kuperman
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Resident Agent
Marc A. Kuperman